-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KZy6mPqoA4MToOAkDsIc9l1/7dsc9shbK2LcqlRIXbjqe8wvV+PTBBVPhCCGXtgF FzQYo1DS63nV47YRYpSLUA== 0001144204-11-005374.txt : 20110202 0001144204-11-005374.hdr.sgml : 20110202 20110202061418 ACCESSION NUMBER: 0001144204-11-005374 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110128 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20110202 DATE AS OF CHANGE: 20110202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BreitBurn Energy Partners L.P. CENTRAL INDEX KEY: 0001357371 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 743169953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33055 FILM NUMBER: 11564822 BUSINESS ADDRESS: STREET 1: 515 SOUTH FLOWER STREET STREET 2: SUITE 4800 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: (213) 225-5900 MAIL ADDRESS: STREET 1: 515 SOUTH FLOWER STREET STREET 2: SUITE 4800 CITY: LOS ANGELES STATE: CA ZIP: 90071 8-K 1 v209766_8k.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
February 2, 2011 (January 28, 2011)
 
BREITBURN ENERGY PARTNERS L.P.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
001-33055
(Commission
File Number)
74-3169953
(I.R.S. Employer
Identification No.)
 
515 South Flower Street, Suite 4800
Los Angeles, CA 90071
(Address of principal executive office)
 
(213) 225-5900
(Registrant’s telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
(e) Compensatory Arrangements of Certain Officers.
 
 (i)  On January 28, 2011 the Compensation and Governance Committee (the “Committee”) of the board of directors of BreitBurn GP, LLC (“BreitBurn”), the general partner of BreitBurn Energy Partners L.P. (the “Partnership”), set the annual cash payments under its Short-Term Incentive Plan (“STIP”) for the fiscal year ended December 31, 2010.  The STIP provides for annual cash payments to eligible employees of BreitBurn Management Company, LLC, including the named executive officers listed below.  The STIP is designed to focus employees on the operating and financial performance of the Partnership by linking their annual award payment to company, business unit, team and individual performance.  Set forth below are the annual cash payments awarded to the named executive officers by the Partnership.
 
Executive Officer
  
Title
  
2009 STIP
Award
  
Halbert S. Washburn
  
Chief Executive Officer
  
$
541,875
  
Randall H. Breitenbach
  
President
  
$
541,875
  
Mark L. Pease
  
Chief Operating Officer and Executive V.P.
  
$
344,250
  
James G. Jackson
  
Chief Financial Officer and Executive V.P.
  
$
325,125
  
Gregory C. Brown
  
General Counsel and Executive V.P.
  
$
325,125
  
             
(ii)  On January 28, 2011, the Committee also approved an amendment to each of the existing Convertible Phantom Unit (“CPU”) Agreements entered into with each of Messrs. Washburn, Breitenbach, Pease, Jackson and Brown.   Under these agreements, each CPU entitles its holder to receive (a) a number of our Common Units at the time of vesting equal to the number of “common unit equivalents” (“CUEs”) underlying the CPU at vesting, and (b) current distributions on Common Units during the vesting period based on the number of CUEs underlying the CPU at the time of such distribution.  The number of CUEs underlying each CPU is determined by reference to Common Unit distribution levels during the applicable vesting period, generally calculated based upon the aggregate amount of distributions made per Common Unit for the four quarters preceding vesting.

Prior to this amendment of the CPU Agreements, the number of CUEs per CPU over the five year life of the agreement could be reduced to a minimum of one or be multiplied by a maximum of 4.768 times based on the Partnership’s distribution levels. The amendment to the CPU agreements now limits the multiplier for 40% of the total number of CPUs and related CUEs granted in each award to “1.”  As a result at vesting, CPUs for 40% of each award will convert to Common Units on a 1:1 basis, and with respect to that portion of the award, holders will lose the ability to earn additional Common Units based on increased distributions on Common Units.  No other modification was made to the CPU Agreements under this amendment.  The Committee determined that this cap on 40% of the CPUs was appropriate in light of the overall long term incentive grants made to BreitBurn’s executive officers in 2011.

We intend to file the form of amendment after they have been executed by BreitBurn’s officers.
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
BREITBURN ENERGY PARTNERS L.P.
     
 
By:
BREITBURN GP, LLC,
   
its general partner
     
Dated: February 2, 2010
By:
/s/ Halbert S. Washburn
   
Halbert S. Washburn
   
Chief Executive Officer
 
 
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